A&D FACILITY PROS, LLC
TERMS AND CONDITIONS OF SALE

1. DEFINITIONS. 1.1 "Company" shall mean and refer to A&D Facility Pros, LLC, a Texas limited liability company. 1.2 "Client" shall mean and refer to the individual, entity, or organization purchasing or receiving services from the Company. 1.3 "Services" shall mean and refer to all dryer vent cleaning, maintenance, inspection, and related services provided by the Company. 1.4 "Agreement" shall mean and refer to these Terms and Conditions, together with any service quotes, work orders, or other Company documents which are expressly incorporated by reference herein.

2. ACCEPTANCE OF TERMS. 2.1 These Terms and Conditions govern all services provided by the Company to the Client. By engaging the Company's services, the Client acknowledges and agrees to these Terms and Conditions in their entirety. 2.2 These Terms and Conditions supersede any other agreements, understandings, representations, or communications, whether written or oral, between the Company and the Client. 2.3 Any additional or different terms proposed by the Client are expressly rejected unless accepted in writing by an authorized representative of the Company.

3. SERVICES PROVIDED. 3.1 The Company shall provide Services as outlined in the quotation, service agreement, or work order provided to the Client. 3.2 The Company reserves the right to determine the method, details, and means of performing the Services. 3.3 Any additional services required beyond the initial scope will be billed separately and shall be subject to these Terms and Conditions.

4. PRICING AND PAYMENT TERMS. 4.1 Pricing for Services shall be as stated in the service agreement or current price list provided by the Company. 4.2 The Company reserves the right to adjust pricing at any time and for any reason upon providing seven (7) days' written notice to the Client. 4.3 Payment for services is due immediately upon invoicing. Failure to pay within this timeframe shall result in a late payment charge of 1.5% per month on the outstanding balance. 4.4 The Client agrees to pay all costs of collection, including reasonable attorneys' fees, in the event of non-payment. 4.5 In the event that the Company is required to return to a property to complete work that could not be performed during the initial scheduled visit due to circumstances outside the Company's control (including, but not limited to, lack of access, tenant refusal, or improperly prepared work areas), a 'go-back' fee of $85 per unit will be assessed, with a minimum total ‘go-back’ fee of $1,000 per multifamily complex. This fee is in addition to the standard service charges. The Client agrees to pay all go-back fees within 30 days upon invoice.

5. SCHEDULING AND ACCESS. 5.1 The Client shall be responsible for providing clear, unobstructed access to all areas requiring service. 5.2 If the Company is unable to access necessary areas due to the Client's failure to provide access, a rescheduling fee of $500 shall apply, and the Company shall not be liable for any delays or failures to perform as a result. 5.3 The Company reserves the right to refuse service if, in its sole discretion, it determines that providing service would be unsafe or impractical. 5.4 The Client's staff must accompany the Company's technician to open units for dryer vent cleaning. All keys shall remain in the possession and control of the Client at all times. In the event that the Client chooses to provide keys directly to the Company's technician, the Company expressly disclaims any and all liability for lost keys, damaged property, or any other issues arising from the technician's possession of the keys. The Client assumes full responsibility and risk for any decision to provide keys to the Company's technician. 5.5 The Client is solely responsible for providing adequate advance notice to tenants regarding the scheduled dryer vent cleaning services. This notice should inform tenants of the date and approximate time of the Company's on-site presence and the need for access to their units. Failure to properly notify tenants may result in the need to reschedule services. In such cases, the Client shall be liable for a rescheduling fee per section 6 below. The Company shall not be held responsible for any delays, additional costs, or inability to perform services due to the Client's failure to properly notify tenants.

6. CANCELLATION AND RESCHEDULING POLICY. 6.1 Cancellations made less than forty-eight (48) hours before the scheduled service (including cancellation due to Client’s failure to properly notify tenants) shall incur a fee equal to twenty-five percent (25%) of the total service cost. 6.2 The Company reserves the right to reschedule services at its sole discretion without penalty or liability.  

7. LIMITED WARRANTY AND DISCLAIMER. 

7.1 The Company warrants that the Services will be performed in accordance with generally accepted industry standards for a period of thirty (30) days following completion of the Services.  7.2 THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.  7.3 The Company's sole liability, and the Client's exclusive remedy under this warranty, is limited to the re-performance of the specific Services found to be defective within the warranty period.  7.4 This warranty does not cover damages or defects resulting from misuse, neglect, accident, alteration, improper installation, failure to follow instructions provided by the Company, or any other failure not attributable to defective workmanship.  7.5 IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO DEFECTS IN THE SERVICES.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION. 8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.  8.2 IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  8.3 The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client’s breach of this Agreement; (b) the Client's misuse of the Services; (c) damages caused by third-party claims related to the Services provided under this Agreement, except to the extent such claims are caused solely by the Company’s gross negligence or willful misconduct.  8.4 THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE REMEDIES PROVIDED FAIL OF THEIR ESSENTIAL PURPOSE.

9. PROPERTY DAMAGE. 9.1 The Company shall not be responsible for any pre-existing property conditions or issues discovered during the performance of Services. 9.2 Any claims for property damage must be reported to the Company in writing within twenty-four (24) hours of Service completion. Failure to do so shall constitute a waiver of any such claim.

10. CONFIDENTIALITY AND PUBLICITY. 10.1 The Company agrees to maintain the confidentiality of the Client's sensitive information, except as required by law or as necessary to perform the Services. 10.2 The Client grants the Company an irrevocable, perpetual, worldwide, royalty-free license to use before/after photos, videos, testimonials, and other media related to the Services for marketing and promotional purposes.

11. INTELLECTUAL PROPERTY. 11.1 All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all derivations thereof and all goodwill associated therewith, shall remain the exclusive property of the Company.

12. FORCE MAJEURE. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement when such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, governmental actions, war, terrorism, civil unrest, national emergencies, epidemics, pandemics, labor disputes, supply chain disruptions, or infrastructure failures. Such events shall not constitute a breach of this Agreement.

13. TERMINATION. 13.1 The Company reserves the right to terminate this Agreement or any Services at any time, for any reason, upon providing written notice to the Client. 13.2 In the event of termination, the Client shall be responsible for payment of all Services performed up to the date of termination.

14. DISPUTE RESOLUTION AND GOVERNING LAW. 14.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Houston, Texas. 14.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.

15. SEVERABILITY. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. ENTIRE AGREEMENT. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

17. AMENDMENTS. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.

18. WAIVER. No waiver by the Company of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Company. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

19. ASSIGNMENT. The Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void. The Company may at any time assign or transfer any or all of its rights or obligations under this Agreement without the Client's prior written consent.

20. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

21. INCLEMENT WEATHER CLAUSE. For safety reasons, A&D Facility Pros shall not perform any exterior work, including but not limited to work involving ladders, lifts, or roof access, during wet or rainy conditions, high winds, extreme temperatures, or any other weather conditions deemed unsafe by A&D Facility Pros. Additionally, work shall not be performed when surfaces are deemed slippery or otherwise hazardous. In such instances, the work shall be postponed and rescheduled at a mutually agreed-upon time when conditions allow for safe performance. A&D Facility Pros shall not be held liable for any delays or resulting damages arising from such postponement.

BY ENGAGING A&D FACILITY PROS, LLC FOR SERVICES, THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.

Last updated: September 1, 2024